Note 6 — Related Party Transactions

Founder Shares

On January 23, 2025 the Sponsor made capital contributions of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Class B ordinary shares (“founder shares”) to the Sponsor. In March 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 founder shares resulting in an aggregate of 7,666,667 founder shares outstanding to the Sponsor, resulting in a price per share of approximately $0.003 per share. Our Sponsor transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the Initial Public Offering, 20,000 founder shares (or 100,000 in the aggregate) to each of the Company’s directors, Christopher Bradley, Brian Rudick, Mathew August, Danel Calvillo Armendariz and Dr. Jim Kyung Soo Liew, for the sum of $0.003 per share. The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 100,000 founder shares as compensation costs upon the consummation of the Initial Public Offering. The fair value of the founder shares at their grant date, July 25, 2025, was $5.59 per founder share, or an aggregate value of $559,000 for the 100,000 transferred founder shares.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier of (i) six months after the completion of a Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Promissory Note — Related Party

The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering. The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering and private placement. Prior to repayment, the Company had borrowed $270,394, under the Promissory Note. The Company paid $272,716 to the Sponsor, resulting in an overpayment of $2,322 that was recorded as a related party receivable and repaid in full as of December 31, 2025. The Promissory note is no longer available for drawdown subsequent to the close of the Initial Public Offering. Accordingly, no amounts are outstanding under the Promissory Note as of June 30, 2026 and December 31, 2025.

Due to Related Party

The Sponsor transferred $35,000 in cash to the Company during the six months ended June 30, 2026. As such, the due to related party balance is $35,000. The Company intends to repay the amount in full to the Sponsor. No amounts were due to related party as of December 31, 2025.

Administrative Services Agreement

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with the Sponsor to pay an aggregate of $30,000 per month for company administration, office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $30,000 per month fee. For the three months ended June 30, 2026 and 2025, the Company recorded $90,000 and $0, respectively, and paid $90,000 and $0, respectively under the agreement for the period. For the six months ended June 30, 2026 and 2025, the Company recorded $180,000 and $0, respectively, and paid $180,000 and $0, respectively under the agreement for the period. As of June 30, 2026 and December 31, 2025, no amounts were outstanding under the agreement.

Consulting Agreements

On November 10, 2025, the Company entered into consulting agreements with Ryan Gentry and Vikas Mittal (the “Consulting Agreements”) pursuant to which Mr. Gentry and Mr. Mittal agreed to provide the Company with consulting services, which may include but are not limited to, assisting with analysis and advice regarding the potential investment opportunities for special purpose acquisition companies, accounting and bookkeeping, and administrative support. Pursuant to the terms of the Consulting Agreements, Mr. Gentry is entitled to a consulting fee of $12,500 per month plus expense reimbursement and Mr. Mittal is entitled to a consulting fee of $17,500 per month, payable at the end of each monthly period. The Consulting Agreements will terminate automatically upon completion of a business combination by the Company, unless sooner terminated by either party subject to the terms and conditions therein. For the three months ended June 30, 2026, the Company incurred $95,045 and paid $92,695 and for the six months ended June 30, 2026, the Company incurred $182,695 and paid $152,695, resulting in an outstanding balance of $30,000 under the Consulting Agreements as of June 30, 2026 which is recorded to consulting services payable – related party on the condensed balance sheets. No amounts were outstanding as of December 31, 2025.

Consulting Services Agreement

On March 18, 2026, the Audit Committee approved the substitution of Samara Capital Advisors, LLC (“SCA”) for Meteora Capital, LLC as the Company’s consulting services provider under the Company’s previously approved consulting arrangement, with SCA serving as contracting and payroll-processing agent for consulting personnel supporting the Company’s financial analysis, accounting, SEC reporting, transaction readiness, investor relations and Business Combination activities. SCA’s principals include Vikas Mittal, the Company’s Co-CEO and CFO, making SCA a related party under Item 404 of Regulation S-K. Amounts paid to SCA are direct pass-through reimbursement of staffing costs under the previously approved rate card, which was not modified by the substitution. For the three and six months ended June 30, 2026, the Company incurred $100,408 and paid $51,035, resulting in an outstanding balance of $49,373 as of June 30, 2026 which is recorded to consulting services payable – related party on the condensed balance sheets. No amounts were outstanding as of December 31, 2025.

Related Party Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”). If we complete an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.